1031-00004 · Hudson Yards West Mortgage LLC · Engagement

engagement-letter-mtdc.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 55th Floor New York, New York 10006

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

February 12, 2025

VIA ELECTRONIC MAIL AND FEDEX

Mr. David Harrington Executive Director Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

cc: Lydia Okafor, Esq., General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Senior Mortgage Financing ($475,000,000) and Mezzanine Financing ($200,000,000) for Hudson Yards West, 450 West 34th Street, New York, New York 10001 (C&H Matter No. 1031-00004)

I. Introduction and Purpose

Dear Mr. Harrington:

We are pleased and honored that Metropolitan Transit Development Corp. ("MTDC" or the "Client") has selected Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") to serve as borrower's counsel in connection with the financing described herein. We greatly appreciate the confidence you and your colleagues have placed in our Firm, and we look forward to working with the MTDC team throughout this important transaction.

The purpose of this letter (this "Engagement Letter") is to memorialize the terms and conditions under which the Firm will represent MTDC as borrower's counsel in connection with the $675,000,000 combined senior mortgage and mezzanine financing (the "Financing" or the "Transaction") for the mixed-use development project commonly known as Hudson Yards West, located at 450 West 34th Street, New York, New York 10001, situated on Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, County of New York, State of New York (the "Project"). The Financing consists of a $475,000,000 senior mortgage loan and a $200,000,000 mezzanine loan, as more fully described in Section III below.

This engagement is subject to the terms and conditions set forth herein and any applicable outside counsel guidelines that MTDC may furnish to the Firm, as further described in Section VIII below. We ask that you carefully review the terms of this Engagement Letter. If the terms are acceptable, please countersign and return the enclosed copy of this letter in the manner described in Section XVI.

II. Identity of the Client

For the purposes of this engagement, the "Client" is Metropolitan Transit Development Corp., a government instrumentality organized and existing under the laws of the State of Illinois (EIN: 36-2847501). Our attorney-client relationship with respect to the Transaction described herein exists solely between the Firm and MTDC in its corporate capacity.

The Firm's representation under this Engagement Letter does not extend to, and shall not be deemed to create any attorney-client relationship with, any affiliate, subsidiary, parent, or related entity of MTDC, nor with any officer, director, trustee, employee, or agent of MTDC in their individual capacity. Furthermore, this engagement does not extend to any special purpose entity to be formed in connection with the Transaction, including, without limitation, Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC (each, an "SPE" and collectively, the "SPEs"), unless the scope of our representation is expressly expanded by a separate written agreement executed by the Firm and the applicable entity.

Notwithstanding the foregoing limitation, as part of the Scope of Representation described in Section III below, the Firm may assist MTDC in the formation and organizational documentation of the SPEs, including the preparation of certificates of formation, operating agreements, and related organizational documents. Such assistance shall be rendered on behalf of, and at the direction of, MTDC as the Client, and shall not, by itself, create an independent attorney-client relationship between the Firm and any SPE.

III. Scope of Representation

A. Transaction Overview

The Transaction for which MTDC has engaged the Firm involves the development and financing of the Project. The Project is a large-scale, mixed-use real estate development to be constructed at 450 West 34th Street, New York, New York 10001. The total estimated Project cost is approximately $920,000,000.

The Financing to be obtained in connection with the Project consists of the following two tranches:

(i) Senior Mortgage Loan. A $475,000,000 senior mortgage loan (the "Senior Loan") to be provided by a syndicate of lenders led by Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (the "Senior Lender" or the "Agent"). The terms of the Senior Loan are to be consistent with that certain term sheet dated February 28, 2025 (as the same may be amended or supplemented, the "Senior Term Sheet"), the execution of which is anticipated prior to or concurrent with the commencement of loan document negotiations.

(ii) Mezzanine Loan. A $200,000,000 mezzanine loan (the "Mezzanine Loan") to be provided by Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezzanine Lender"). The terms of the Mezzanine Loan are to be consistent with that certain term sheet dated March 7, 2025 (as the same may be amended or supplemented, the "Mezzanine Term Sheet"), the execution of which is anticipated prior to or concurrent with the commencement of loan document negotiations.

The Senior Loan and the Mezzanine Loan are referred to collectively herein as the "Financing." The relationships between the Senior Lender and the Mezzanine Lender will be governed by an intercreditor agreement to be negotiated among the parties' respective counsel.

B. Scope of Legal Services

Subject to the limitations and exclusions set forth in Section III.C below, the Firm anticipates performing the following legal services in connection with the Transaction (the "Scope of Representation"):

1. Senior Loan Document Review and Negotiation. Reviewing, negotiating, and commenting on all Senior Loan documents, which are expected to include, without limitation, the mortgage loan agreement, promissory note, mortgage and security agreement, assignment of leases and rents, guaranty of recourse obligations, environmental indemnity agreement, cash management agreement, lockbox agreement, reserve agreements (including interest reserve, tax and insurance reserve, capital expenditure reserve, tenant improvement and leasing commission reserve, and completion reserve), and all related ancillary documents, schedules, and exhibits. The Senior Loan documents are expected to be prepared in the first instance by Clearfield & Associates LLP, counsel to the Senior Lender, and our role will be to review, comment on, and negotiate such documents on behalf of MTDC as borrower.

2. Mezzanine Loan Document Review and Negotiation. Reviewing, negotiating, and commenting on all Mezzanine Loan documents, which are expected to include, without limitation, the mezzanine loan agreement, mezzanine promissory note, pledge and security agreement (pledging the membership interests in the mortgage borrower SPE), guaranty of recourse obligations, intercreditor agreement, and all related ancillary documents, schedules, and exhibits. The Mezzanine Loan documents are expected to be prepared in the first instance by Voss Richter & Baines LLP, counsel to the Mezzanine Lender, and our role will be to review, comment on, and negotiate such documents on behalf of MTDC as the mezzanine borrower (or its SPE designee).

3. Intercreditor Agreement Negotiation. Negotiating the intercreditor agreement to be entered into between Ironclad National Bank, N.A. (in its capacity as Agent for the senior loan syndicate) and Granite Peak Capital Partners, LP, which is expected to address, among other matters, payment priority, standstill provisions, cure rights, purchase options, exercise of remedies, casualty and condemnation proceeds, modifications and amendments, and related intercreditor matters. We anticipate that this agreement will be a tripartite negotiation involving the Firm (on behalf of MTDC), Clearfield & Associates LLP (on behalf of the Senior Lender), and Voss Richter & Baines LLP (on behalf of the Mezzanine Lender).

4. SPE Formation and Organizational Documentation. Assisting with the formation and organizational documentation of Hudson Yards West Mortgage LLC, a Delaware limited liability company to serve as the mortgage borrower SPE, and Hudson Yards West Mezzanine LLC, a Delaware limited liability company to serve as the mezzanine borrower SPE. Such services shall include the preparation and filing of certificates of formation with the Delaware Secretary of State, preparation of limited liability company operating agreements containing separateness covenants and single-purpose entity provisions, qualifications to do business in the State of New York (including filing of applications for authority with the New York Department of State), preparation of resolutions authorizing the Financing, and the delivery of nonconsolidation opinions to the extent required by the lenders.

5. Ground Lease Review and Leasehold Mortgage Analysis. Reviewing and analyzing the ground lease recorded under City Register File Number (CRFN) 2020000198762 on the records of the New York City Automated City Register Information System (NYC ACRIS), originally executed as of June 1, 2020, by and between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and MTDC, as tenant. Our review will focus on, among other matters, the provisions governing leasehold mortgages, required lender protections, subordination and non-disturbance arrangements, estoppel requirements, and lender consent and recognition agreements. We will advise MTDC on the requirements for obtaining any consents from NYCEDC that may be necessary in connection with the Financing.

6. Title Insurance Coordination. Coordinating with Sentinel Title & Escrow Company, the designated title insurer and escrow agent (Title Commitment No. STN-2025-MH-04178), regarding all title insurance matters arising in connection with the Financing. Such services shall include review of the preliminary title commitment and all underlying title exception documents, negotiation of endorsements (including ALTA 9-series, comprehensive, non-imputation, and such other endorsements as the lenders may require), analysis and resolution of title exceptions, and coordination regarding the issuance of the $475,000,000 ALTA lender's title insurance policy for the Senior Loan and the $200,000,000 mezzanine/UCC title insurance policy for the Mezzanine Loan.

7. Appraisal Review. Reviewing the appraisal report prepared by Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092), delivered on or about April 1, 2025, reflecting an as-stabilized appraised value of the Project of $1,025,000,000. Our review will be conducted for the purpose of ensuring consistency between the appraisal's assumptions, conditions, and conclusions and the corresponding representations, warranties, and covenants in the loan documents, and to identify any issues that may require resolution prior to closing.

8. Zoning and Land Use Coordination. Coordinating with Hargrove & Linden, P.C., which has been separately engaged by MTDC as local zoning and land use counsel, regarding the zoning opinion to be delivered at closing (anticipated delivery on or about April 15, 2025) and matters related to the Uniform Land Use Review Procedure ("ULURP") approval previously obtained for the Project (Application No. C 230415 ZSM; New York City Planning Commission approval dated September 12, 2023; New York City Council approval dated October 25, 2023). Our role with respect to zoning and land use matters will be limited to coordination and integration of such matters into the Financing documents and related opinions, and we are not separately providing a zoning opinion.

9. Environmental Review. Reviewing the Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337, delivered on or about March 20, 2025) to the extent relevant to the environmental indemnity agreement, the environmental representations and warranties contained in the loan documents, and any recognized environmental conditions that may affect the Financing.

10. Construction Contract Review. Reviewing and advising on the guaranteed maximum price ("GMP") construction contract entered into between MTDC (or its designated SPE) and Cobalt Construction Group, Inc., a New York corporation, identified as Contract No. CCG-HYW-2025-001, with a guaranteed maximum price of $412,000,000. Our review will encompass the provisions of the construction contract relevant to the Financing, including the collateral assignment of the construction contract to the lenders, contractor consent and estoppel requirements, performance and payment bond provisions, and related construction loan disbursement protections.

11. Insurance Coordination. Reviewing insurance requirements set forth in the Senior Loan and Mezzanine Loan documents and coordinating with Castleton Insurance Brokerage, Inc., MTDC's insurance broker, regarding compliance with such requirements. Such coordination shall include review of the builder's risk insurance coverage ($500,000,000 policy limit, to be issued by Fortis Indemnity Insurance Co.) and all other required insurance coverages (commercial general liability, umbrella/excess liability, workers' compensation, professional liability, and such other coverages as the lenders may require).

12. Property Management Agreement Review. Reviewing and advising on the property management agreement entered into or to be entered into between MTDC (or its designated SPE) and Evergreen Property Management LLC, including the provisions thereof relevant to the Financing and any required subordination or collateral assignment of the property management agreement to the lenders.

13. Auditor and Financial Deliverables Coordination. Coordinating with Whitfield Albrecht & Co. LLP, MTDC's independent auditor, regarding any auditor comfort letters, agreed-upon procedures reports, or other financial deliverables that may be required by the lenders as a condition to closing or as ongoing reporting obligations under the loan documents.

14. Legal Opinions. Preparing and delivering borrower's counsel legal opinions as required by the lenders in connection with the closing of the Financing. Such opinions are anticipated to include, without limitation, (a) an enforceability opinion with respect to the loan documents, (b) a due authority and due organization opinion with respect to MTDC and each SPE, (c) a nonconsolidation opinion with respect to each SPE, and (d) such other opinions as the lenders may reasonably require, including opinions regarding perfection of security interests, choice of law, and usury.

15. Closing Coordination. Coordinating all aspects of the closing of the Financing, including the preparation and review of closing checklists, negotiation and coordination of escrow arrangements with Sentinel Title & Escrow Company, preparation of funds flow memoranda, preparation and assembly of signature packages, coordination of the simultaneous closing of the Senior Loan and the Mezzanine Loan, and management of all post-closing deliverables, including recording of mortgage instruments, filing of UCC financing statements, delivery of final title insurance policies, and satisfaction of any bring-down or post-closing conditions.

16. Tax Structuring. Advising on New York State and New York City mortgage recording tax, transfer tax, and related real estate tax structuring in connection with the Financing. Such advice will be provided in coordination with Sylvia Hartwell, a partner in the Firm's Tax Practice, and will include analysis of applicable mortgage recording tax rates, available exemptions (including any exemptions available to MTDC as a government instrumentality), transfer tax implications of the SPE structure, and any CEMA (Consolidation, Extension, and Modification Agreement) opportunities that may be available to reduce recording tax obligations.

C. Excluded Matters

Notwithstanding the breadth of the Scope of Representation set forth in Section III.B above, the following matters are expressly excluded from the scope of this engagement:

(i) Any litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising out of or related to the Transaction, the Project, or otherwise;

(ii) Tax advice of any kind other than the transactional real estate transfer tax and mortgage recording tax analysis specifically described in Section III.B.16 above, including, without limitation, federal, state, or local income tax advice, tax controversy or audit representation, and tax-exempt bond or public finance matters;

(iii) Regulatory matters, lobbying, or governmental affairs, including appearances before or filings with any federal, state, or local governmental body, agency, or instrumentality (other than routine formation and qualification filings described in Section III.B.4);

(iv) Securities law or capital markets advice of any kind, including with respect to any potential securitization, syndication, or secondary market sale of the Senior Loan or the Mezzanine Loan;

(v) Labor and employment matters relating to the Project, including any project labor agreement, prevailing wage, or workforce compliance matters; and

(vi) Representation of MTDC in any matter unrelated to the Transaction described herein.

Any expansion of the Scope of Representation beyond the matters described in Section III.B, or the inclusion of any matter described in this Section III.C, shall require a separate written agreement or a written amendment to this Engagement Letter executed by both the Firm and the Client.

IV. Engagement Team

A. Responsible Partner

Douglas Fairchild, Partner, Real Estate Practice, will serve as the Responsible Partner for this engagement. Mr. Fairchild will have overall responsibility for the strategic direction of the engagement, the quality and timeliness of all legal services rendered, and the primary client relationship with MTDC. Mr. Fairchild will be the principal point of contact for the Client on significant substantive matters, and he will be personally involved in the negotiation of the key commercial terms of the Senior Loan and Mezzanine Loan documents and the intercreditor agreement.

B. Billing Partner

Angela Fontaine, Partner, Real Estate Practice, will serve as the Billing Partner for this engagement. Ms. Fontaine will be responsible for oversight of all billing, budgeting, and fee-related matters, including the preparation and review of monthly invoices, monitoring of the fee estimate, and communication with the Client on any budgetary issues that may arise during the course of the engagement. Ms. Fontaine will also have an active substantive role in the engagement, including review and negotiation of loan documentation.

C. Additional Team Members

In addition to Mr. Fairchild and Ms. Fontaine, the following attorneys will be assigned to the engagement:

Grace Nakamura, Senior Associate, Real Estate Practice, will serve as the lead associate on the engagement. Ms. Nakamura will be responsible for the day-to-day management of the document review and negotiation process, coordination with opposing counsel, liaison with the title company and other third-party advisors, and supervision of the closing process.

Rafael Dominguez, Associate, Real Estate Practice, will serve as a working associate on the engagement and will support Ms. Nakamura in document review, due diligence, entity formation matters, preparation of ancillary documents, and closing coordination.

Sylvia Hartwell, Partner, Tax Practice, will provide advice on tax structuring matters, including New York State and New York City mortgage recording tax, transfer tax, and related real estate tax structuring, as described in Section III.B.16 above.

The Firm may, from time to time and with advance notice to the Client, assign additional attorneys, paralegals, or other legal professionals to the engagement as the Transaction may require. The Firm will seek the Client's prior consent before engaging any attorney at the partner level not identified in this Engagement Letter. The Firm endeavors to maintain continuity and stability of the engagement team throughout the life of the matter.

V. Fees and Billing Arrangements

A. Hourly Rates

Fees for legal services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the relevant timekeepers, as adjusted from time to time in accordance with the provisions of this Section V, and subject to the Client's outside counsel guidelines to the extent provided and incorporated herein. The current hourly rates for the members of the engagement team are as follows:

The foregoing rates reflect the rates in effect as of the date of this Engagement Letter and are set forth in the context of the Firm's comprehensive rate schedule attached hereto as Exhibit B. These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide the Client with not less than thirty (30) days' prior written notice of any rate adjustment. Rate adjustments will apply to services rendered on or after the effective date of the adjustment.

B. Fee Estimate

Based on the Firm's experience with transactions of comparable size and complexity, and on our preliminary understanding of the Transaction structure, we estimate that total legal fees for the Scope of Representation described in Section III will fall within the range of $1,800,000 to $2,400,000. This estimate is provided in good faith as a non-binding projection for budgeting and planning purposes and should not be construed as a cap, a fixed fee, or a guaranteed maximum fee.

The actual amount of fees will depend on a number of factors, many of which are outside the Firm's control, including, without limitation, the complexity and duration of negotiations with the lenders and their respective counsel, the number and extent of lender comments and document revisions, unanticipated legal issues or transactional developments, the nature and scope of opinion requirements, title exceptions and survey issues, and changes to the Transaction structure or timeline.

The estimate set forth above does not include disbursements or out-of-pocket expenses, which will be billed separately as described in Section VI below.

The Firm commits to providing written notice to the Client, directed to the attention of the General Counsel, if the Firm anticipates that total fees are likely to exceed the upper range of the estimate set forth above. Such notice will include a revised estimate and an explanation of the factors giving rise to the anticipated overage.

C. Billing Cycle and Payment Terms

The Firm bills on a monthly billing cycle. Invoices will be rendered within fifteen (15) days following the end of each calendar month for fees earned and disbursements incurred during such month. Each invoice will contain a reasonable level of detail regarding the services rendered, including the date of service, the name and classification of the timekeeper performing such service, the number of hours billed, and a narrative description of the tasks performed. The Firm will present invoices in a format consistent with MTDC's outside counsel guidelines, to the extent such guidelines are furnished and specify invoice format requirements.

Payment of each invoice is due within thirty (30) days of the date of the invoice. Amounts not paid when due shall bear interest at the rate of the lesser of (a) one percent (1.0%) per month (12% per annum) or (b) the maximum rate of interest permitted by applicable law, compounding monthly from the date such payment was due until paid in full. The Firm reserves the right to suspend work on the engagement in the event of a material delinquency in payment, subject to the Firm's professional obligations and applicable rules of professional conduct.

All billing inquiries should be directed to Angela Fontaine, Billing Partner, at (212) 554-7128 or afontaine@calderwoodharkness.com.

D. Retainer. No retainer or advance deposit against fees and disbursements is required at the commencement of this engagement.

VI. Expenses and Disbursements

In addition to fees for legal services, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Reimbursable disbursements may include, without limitation, the following:

• Filing fees, including Delaware Secretary of State formation and amendment filing fees, New York Department of State qualification filing fees, UCC filing fees, and county recording fees;

• Travel expenses incurred in connection with the Transaction, including coach/economy class airfare, reasonable hotel accommodations, ground transportation, and meals for travel to New York for closings, lender meetings, site inspections, and other Transaction-related business;

• Overnight courier and express delivery charges;

• Long-distance telecommunications charges;

• Computerized legal research (Westlaw, Sundial Solutions, and similar services), charged at cost;

• Document reproduction, charged at $0.15 per page for internal reproduction and at cost for outside reproduction services;

• Closing costs, including binding, assembly, and production of closing binders;

• Messenger services; and

• Such other reasonable and customary disbursements as may be incurred in the ordinary course of the engagement.

Any individual extraordinary expense exceeding $5,000 will require the Client's prior written approval before such expense is incurred. The Firm will not engage outside consultants, experts, or co-counsel at the Client's expense without the Client's prior written consent.

VII. Staffing and Efficiency

The Firm is committed to the efficient staffing and management of this engagement. We will utilize appropriate leverage among partners, associates, and paraprofessionals to manage costs while maintaining the high quality of legal services that the Transaction demands. The Firm will endeavor to avoid unnecessary duplication of effort and will assign tasks to the lowest-level timekeeper with the requisite skills and experience to perform such tasks competently.

The Firm will staff this matter in a manner consistent with the complexity and timing requirements of the Transaction. Based on our current understanding of the anticipated Transaction timeline, the following target milestones have been identified:

• Target First Draft Distribution Date: May 1, 2025 (initial distribution of borrower's comments on Senior Loan and Mezzanine Loan documents to respective lender's counsel)

• Target Closing Date: June 15, 2025

The Firm will work diligently to meet these target dates, subject to the cooperation and responsiveness of all parties and their respective counsel. Should circumstances arise that may materially affect the Transaction timeline, the Firm will promptly notify the Client.

VIII. Outside Counsel Guidelines

The Firm acknowledges that this engagement is subject to MTDC's Outside Counsel Guidelines (the "Guidelines"), as may be provided separately by the Client. The Firm will comply with the Guidelines in all material respects.

To the extent any provision of the Guidelines conflicts with, or is inconsistent with, the terms and conditions of this Engagement Letter, the parties agree that this Engagement Letter shall control; provided, however, that if the Client notifies the Firm in writing that a specific provision of the Guidelines is to govern over a conflicting provision of this Engagement Letter, the Firm will make commercially reasonable efforts to comply with such specific provision, so long as compliance does not violate applicable professional conduct rules or other applicable law.

The Firm requests that MTDC furnish a copy of its current Outside Counsel Guidelines promptly following execution of this Engagement Letter. The Firm will review such Guidelines upon receipt and will promptly notify the Client of any provisions with which the Firm is unable to comply.

IX. Conflicts of Interest

In accordance with our obligations under the New York Rules of Professional Conduct (22 NYCRR Part 1200), the Firm has conducted a conflicts check with respect to the parties identified in connection with the Transaction. Based on the results of that review, we make the following disclosures:

The Firm does not currently represent Ironclad National Bank, N.A., Granite Peak Capital Partners, LP, or any of the lenders identified as participants in the senior loan syndicate — including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank — in any matter that is adverse to MTDC or to the Transaction.

The Firm may, however, currently represent or may in the future undertake the representation of other clients in matters unrelated to this Transaction that involve one or more of the parties identified above. Such representations may include matters in which the Firm represents or advises such parties, or matters in which the Firm represents other clients in dealings with or adverse to such parties, in each case in matters wholly unrelated to the Financing and the Project.

By executing this Engagement Letter, MTDC consents to such unrelated current and future representations, provided that no material conflict of interest arises under applicable professional responsibility rules, including Rules 1.7 and 1.10 of the New York Rules of Professional Conduct. The Firm's representation of MTDC in the Transaction will not be adversely affected by any such unrelated representations, and confidential information received from MTDC in connection with this engagement will be maintained in accordance with Section X below.

The Firm will promptly notify MTDC if any actual or potential conflict of interest arises during the course of this engagement and will take such steps as may be required under applicable professional responsibility rules to address any such conflict, including, if necessary, withdrawal from the engagement or the conflicting matter.

X. Confidentiality

The Firm will maintain the confidentiality of all Client information and Transaction-related materials received or generated in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and all other applicable laws and regulations. The Firm will not disclose confidential Client information to any third party without the Client's prior consent, except (a) as impliedly authorized in order to carry out the Scope of Representation, (b) as required by law, court order, or subpoena, or (c) as otherwise permitted under applicable professional conduct rules.

The Firm will implement appropriate administrative, physical, and technical safeguards to protect the security and confidentiality of Client information in the Firm's possession, custody, or control, consistent with the Firm's information security policies and industry best practices.

The Firm's confidentiality obligations under this Section X shall survive the termination or conclusion of this engagement and shall continue in full force and effect for so long as the information remains confidential.

XI. Document Retention

Following the conclusion or termination of this engagement, the Firm will maintain original executed documents, client files, and work product in accordance with the Firm's document retention policy. Under that policy, files will be maintained for a period of ten (10) years following the conclusion or termination of the engagement, after which time the Firm may destroy such files in the ordinary course, absent written instruction from the Client to the contrary.

Prior to the destruction of any files following the expiration of the retention period, the Firm will offer to return original executed documents and other Client materials to the Client, at the Client's expense. If the Client does not respond to such offer within sixty (60) days, the Firm may proceed with the destruction of such files.

The Client acknowledges that certain materials in the Firm's files may constitute attorney work product and are the property of the Firm. The Firm will, however, make available to the Client, upon request and at the Client's expense, copies of any work product prepared in connection with this engagement.

XII. Termination

A. Termination by Client

MTDC may terminate this engagement at any time, with or without cause, by providing written notice of termination to the Firm, directed to the attention of the Responsible Partner. Termination will be effective upon receipt of such notice by the Firm. Upon termination, the Client remains responsible for the payment of all fees earned, disbursements incurred, and expenses committed by the Firm through the effective date of termination, including any fees and expenses arising from the orderly transition of the matter to successor counsel.

B. Withdrawal by the Firm

The Firm may withdraw from this engagement upon reasonable prior written notice to the Client in circumstances permitted or required by the New York Rules of Professional Conduct. Such circumstances include, without limitation, (a) the Client's failure to pay fees and expenses after written demand from the Firm and a reasonable cure period of fifteen (15) days, (b) the Client's insistence on a course of action that the Firm reasonably believes to be illegal or unethical, (c) the Client's failure to fulfill material obligations under this Engagement Letter, or (d) the occurrence of a conflict of interest that cannot be resolved through waiver or other appropriate measures.

In the event of withdrawal, the Firm will take all reasonable steps to protect the Client's interests, including providing reasonable notice to allow the Client to retain successor counsel, facilitating the orderly transfer of files, documents, and work product to successor counsel, and cooperating with successor counsel during the transition period. The Client remains responsible for the payment of all fees earned and disbursements incurred through the effective date of withdrawal.

XIII. Limitation of Liability

To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm under this Engagement Letter.

The foregoing limitation shall not apply to, and the Firm shall retain full liability for, any claims arising from the Firm's willful misconduct or gross negligence in the performance of legal services under this engagement.

In no event shall either party be liable to the other for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or relating to this engagement, regardless of whether such damages are based in contract, tort, strict liability, or any other theory, and regardless of whether the party against whom such damages are sought has been advised of the possibility of such damages.

Nothing in this Section XIII shall be construed to limit or modify the Firm's professional obligations under the New York Rules of Professional Conduct or any other applicable professional conduct rules.

XIV. Governing Law and Dispute Resolution

This Engagement Letter and any disputes, claims, or controversies arising out of or relating to this Engagement Letter or the Firm's representation of the Client hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction.

Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the Firm's representation of the Client hereunder, including any claim for legal malpractice, breach of fiduciary duty, or breach of contract, shall be resolved exclusively by binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules, who shall have substantial experience in legal malpractice and professional responsibility matters. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including equitable relief and attorneys' fees to the prevailing party. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ENGAGEMENT LETTER OR THE FIRM'S REPRESENTATION OF THE CLIENT HEREUNDER.

XV. Entire Agreement; Amendments

This Engagement Letter, together with MTDC's Outside Counsel Guidelines (to the extent incorporated herein pursuant to Section VIII above), constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written negotiations, representations, understandings, and agreements between the parties relating to the Firm's engagement with respect to the Transaction.

This Engagement Letter may be amended, modified, or supplemented only by a written instrument signed by authorized representatives of both the Firm and the Client. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party granting such waiver, and no waiver of any provision shall constitute a waiver of any other provision or a continuing waiver of the same provision.

XVI. Conclusion and Request for Execution

We are enthusiastic about the opportunity to serve as borrower's counsel to MTDC in connection with the Financing for the Hudson Yards West Project. This is a landmark transaction, and we are committed to providing the highest caliber of legal counsel throughout every phase of the engagement, from document negotiation through closing and post-closing. We are confident that our deep experience in large-scale real estate development finance will serve MTDC well in achieving its objectives for this important Project.

If the terms and conditions set forth in this Engagement Letter are acceptable to MTDC, please indicate the Client's acceptance by having an authorized representative countersign and date the enclosed copy of this letter in the space provided below and return the executed copy to the undersigned at the address set forth above.

Should you have any questions regarding this Engagement Letter or any aspect of the proposed engagement, please do not hesitate to contact either of us directly:

Douglas Fairchild, Responsible Partner Telephone: (212) 554-7115

Email: dfairchild@calderwoodharkness.com

Angela Fontaine, Billing Partner Telephone: (212) 554-7128

Email: afontaine@calderwoodharkness.com

We look forward to working with you and the entire MTDC team on this significant transaction.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Fairchild

Title: Partner, Real Estate Practice

Date: February 12, 2025

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Metropolitan Transit Development Corp., hereby acknowledges receipt of the foregoing Engagement Letter dated February 12, 2025, confirms that the undersigned has read and understood the terms and conditions set forth therein, and agrees to be bound by such terms and conditions.

ACKNOWLEDGED AND AGREED:

METROPOLITAN TRANSIT DEVELOPMENT CORP.

By: ________

Name: David Harrington

Title: Executive Director

Date: ________

APPROVED AS TO LEGAL FORM:

By: ________

Name: Lydia Okafor

Title: General Counsel

Date: ________

EXHIBIT A

ENGAGEMENT TEAM BIOGRAPHIES

Douglas Fairchild — Partner, Real Estate Practice

Douglas Fairchild is a partner in the Real Estate Practice of Calderwood & Harkness LLP, where he has practiced for over twenty-five (25) years. Mr. Fairchild focuses his practice on complex real estate finance, development, and joint venture transactions, with particular emphasis on large-scale construction and permanent loan financings, mezzanine and preferred equity structures, and public-private partnerships. He has represented borrowers, developers, lenders, and investors in financing transactions with an aggregate value in excess of $40 billion over the course of his career.

Mr. Fairchild's representative experience includes serving as lead counsel to a major institutional developer in connection with a $1.2 billion senior and subordinate financing for a mixed-use tower in Midtown Manhattan, representing a national transit authority in a $780 million construction financing for a transit-oriented development in the New York metropolitan area, and advising a Fortune 500 real estate investment trust on a $650 million portfolio financing secured by Class A office properties in New York, Boston, and Washington, D.C.

Mr. Fairchild received his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar, and his B.A., summa cum laude, from the University of Michigan. He is admitted to practice in the State of New York and the District of Columbia.

Angela Fontaine — Partner, Real Estate Practice

Angela Fontaine is a partner in the Real Estate Practice of Calderwood & Harkness LLP, where she has practiced for over twenty (20) years. Ms. Fontaine's practice focuses on commercial real estate finance, including acquisition and construction financings, loan workouts and restructurings, and CMBS and CLO transactions. She regularly represents borrowers and developers in complex multi-tranche financing structures and has extensive experience negotiating intercreditor agreements and cash management arrangements.

Ms. Fontaine's representative experience includes serving as borrower's counsel in a $525 million construction financing for a luxury residential condominium project in Lower Manhattan, representing a state pension fund in a $1.4 billion portfolio recapitalization involving senior mortgage, mezzanine, and preferred equity capital, and advising a major mixed-use developer on a $350 million construction-to-permanent loan for a waterfront development in Brooklyn, New York.

Ms. Fontaine received her J.D., cum laude, from the University of Pennsylvania Law School and her B.S. in Economics from Georgetown University. She is admitted to practice in the State of New York and the State of New Jersey.

Grace Nakamura — Senior Associate, Real Estate Practice

Grace Nakamura is a senior associate in the Real Estate Practice of Calderwood & Harkness LLP, with seven (7) years of experience in commercial real estate finance and development. Ms. Nakamura has substantial experience representing borrowers and developers in construction loan financings, permanent loan closings, and mezzanine and preferred equity transactions. She has particular expertise in the negotiation of loan documents, title and survey review, and closing coordination for complex multi-party transactions.

Ms. Nakamura's representative experience includes serving as the lead associate on a $400 million senior and mezzanine financing for a life sciences campus in the Greater Boston area, representing a developer in a $275 million construction financing for a mixed-use project in Long Island City, New York, and assisting in a $180 million loan restructuring for an office portfolio in Midtown Manhattan.

Ms. Nakamura received her J.D. from New York University School of Law and her B.A. from Stanford University. She is admitted to practice in the State of New York.

Rafael Dominguez — Associate, Real Estate Practice

Rafael Dominguez is an associate in the Real Estate Practice of Calderwood & Harkness LLP, with four (4) years of experience in commercial real estate transactions, including acquisition financings, construction loans, and entity structuring. Mr. Dominguez's practice includes the formation and documentation of special purpose entities for real estate transactions, due diligence review, UCC and title analysis, and preparation of ancillary loan documents and closing deliverables.

Mr. Dominguez's representative experience includes assisting in a $320 million acquisition financing for a Class A office tower in the Financial District of Manhattan, supporting the closing of a $150 million mezzanine loan for a hospitality portfolio in the southeastern United States, and assisting with the formation of a Delaware limited liability company structure for a $500 million mixed-use development in Hudson Square, New York.

Mr. Dominguez received his J.D. from Fordham University School of Law, where he served as an Articles Editor of the Fordham Urban Law Journal, and his B.A. from Boston College. He is admitted to practice in the State of New York.

Sylvia Hartwell — Partner, Tax Practice

Sylvia Hartwell is a partner in the Tax Practice of Calderwood & Harkness LLP, where she has practiced for over eighteen (18) years. Ms. Hartwell's practice focuses on the federal, state, and local tax aspects of real estate transactions, including structuring acquisition, development, and financing transactions to optimize tax efficiency. She has particular expertise in New York State and New York City real estate transfer taxes, mortgage recording taxes, CEMA structures, and the tax treatment of joint ventures and SPE structures in the real estate context.

Ms. Hartwell has advised on the tax structuring of more than $25 billion in real estate financings and acquisitions. Her representative experience includes advising on mortgage recording tax optimization for a $900 million refinancing of a Midtown Manhattan office complex, structuring a $600 million CEMA transaction for a portfolio of residential rental properties in New York City, and advising a government instrumentality on transfer tax exemptions in connection with a $450 million public-private development partnership.

Ms. Hartwell received her J.D. from Harvard Law School, her LL.M. (Taxation) from New York University School of Law, and her B.A. from Williams College. She is admitted to practice in the State of New York and the State of Connecticut.

EXHIBIT B

CURRENT STANDARD HOURLY RATE SCHEDULE

Effective as of January 1, 2025

The following rate schedule sets forth the standard hourly rates applicable to the engagement of Calderwood & Harkness LLP by Metropolitan Transit Development Corp. (C&H Matter No. 1031-00004), effective as of January 1, 2025:

The specific hourly rates for each timekeeper assigned to this engagement are set forth in Section V.A of the Engagement Letter and reflect the individual rates in effect as of the date of the engagement. The rates set forth in this Exhibit B represent the ranges applicable to each classification of timekeeper at the Firm as of January 1, 2025.

Rates are subject to annual adjustment in accordance with the Firm's standard policies, as described in Section V.A of the Engagement Letter. Any such adjustment will apply only to services rendered on or after the effective date of the adjusted rate, and the Client will receive not less than thirty (30) days' prior written notice of any rate increase.

This rate schedule is provided for informational purposes in connection with the referenced engagement and is subject to change. The rates set forth herein are confidential and proprietary to Calderwood & Harkness LLP and should not be disclosed to third parties without the Firm's prior written consent.

Timekeeper	Classification	Hourly Rate
Douglas Fairchild	Partner, Real Estate	$1,450
Angela Fontaine	Partner, Real Estate	$1,375
Sylvia Hartwell	Partner, Tax	$1,400
Grace Nakamura	Senior Associate, Real Estate	$975
Rafael Dominguez	Associate, Real Estate	$725
Paralegals / Legal Assistants	—	$350 – $425
Classification	Hourly Rate Range
Senior Partners (20+ years)	$1,400 – $1,650/hour
Partners (10–20 years)	$1,250 – $1,500/hour
Of Counsel	$1,100 – $1,350/hour
Senior Associates (Years 6–8)	$900 – $1,050/hour
Mid-Level Associates (Years 3–5)	$725 – $900/hour
Junior Associates (Years 1–2)	$575 – $725/hour
Senior Paralegals	$400 – $425/hour
Paralegals	$350 – $400/hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 55th Floor New York, New York 10006
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
February 12, 2025
VIA ELECTRONIC MAIL AND FEDEX
Mr. David Harrington Executive Director Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
cc: Lydia Okafor, Esq., General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Senior Mortgage Financing ($475,000,000) and Mezzanine Financing ($200,000,000) for Hudson Yards West, 450 West 34th Street, New York, New York 10001 (C&H Matter No. 1031-00004)
I. Introduction and Purpose
Dear Mr. Harrington:
We are pleased and honored that Metropolitan Transit Development Corp. ("MTDC" or the "Client") has selected Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") to serve as borrower's counsel in connection with the financing described herein. We greatly appreciate the confidence you and your colleagues have placed in our Firm, and we look forward to working with the MTDC team throughout this important transaction.
The purpose of this letter (this "Engagement Letter") is to memorialize the terms and conditions under which the Firm will represent MTDC as borrower's counsel in connection with the $675,000,000 combined senior mortgage and mezzanine financing (the "Financing" or the "Transaction") for the mixed-use development project commonly known as Hudson Yards West, located at 450 West 34th Street, New York, New York 10001, situated on Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, County of New York, State of New York (the "Project"). The Financing consists of a $475,000,000 senior mortgage loan and a $200,000,000 mezzanine loan, as more fully described in Section III below.
This engagement is subject to the terms and conditions set forth herein and any applicable outside counsel guidelines that MTDC may furnish to the Firm, as further described in Section VIII below. We ask that you carefully review the terms of this Engagement Letter. If the terms are acceptable, please countersign and return the enclosed copy of this letter in the manner described in Section XVI.
II. Identity of the Client
For the purposes of this engagement, the "Client" is Metropolitan Transit Development Corp., a government instrumentality organized and existing under the laws of the State of Illinois (EIN: 36-2847501). Our attorney-client relationship with respect to the Transaction described herein exists solely between the Firm and MTDC in its corporate capacity.
The Firm's representation under this Engagement Letter does not extend to, and shall not be deemed to create any attorney-client relationship with, any affiliate, subsidiary, parent, or related entity of MTDC, nor with any officer, director, trustee, employee, or agent of MTDC in their individual capacity. Furthermore, this engagement does not extend to any special purpose entity to be formed in connection with the Transaction, including, without limitation, Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC (each, an "SPE" and collectively, the "SPEs"), unless the scope of our representation is expressly expanded by a separate written agreement executed by the Firm and the applicable entity.
Notwithstanding the foregoing limitation, as part of the Scope of Representation described in Section III below, the Firm may assist MTDC in the formation and organizational documentation of the SPEs, including the preparation of certificates of formation, operating agreements, and related organizational documents. Such assistance shall be rendered on behalf of, and at the direction of, MTDC as the Client, and shall not, by itself, create an independent attorney-client relationship between the Firm and any SPE.
III. Scope of Representation
A. Transaction Overview
The Transaction for which MTDC has engaged the Firm involves the development and financing of the Project. The Project is a large-scale, mixed-use real estate development to be constructed at 450 West 34th Street, New York, New York 10001. The total estimated Project cost is approximately $920,000,000.
The Financing to be obtained in connection with the Project consists of the following two tranches:
(i) Senior Mortgage Loan. A $475,000,000 senior mortgage loan (the "Senior Loan") to be provided by a syndicate of lenders led by Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (the "Senior Lender" or the "Agent"). The terms of the Senior Loan are to be consistent with that certain term sheet dated February 28, 2025 (as the same may be amended or supplemented, the "Senior Term Sheet"), the execution of which is anticipated prior to or concurrent with the commencement of loan document negotiations.
(ii) Mezzanine Loan. A $200,000,000 mezzanine loan (the "Mezzanine Loan") to be provided by Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezzanine Lender"). The terms of the Mezzanine Loan are to be consistent with that certain term sheet dated March 7, 2025 (as the same may be amended or supplemented, the "Mezzanine Term Sheet"), the execution of which is anticipated prior to or concurrent with the commencement of loan document negotiations.
The Senior Loan and the Mezzanine Loan are referred to collectively herein as the "Financing." The relationships between the Senior Lender and the Mezzanine Lender will be governed by an intercreditor agreement to be negotiated among the parties' respective counsel.
B. Scope of Legal Services
Subject to the limitations and exclusions set forth in Section III.C below, the Firm anticipates performing the following legal services in connection with the Transaction (the "Scope of Representation"):
1.  Senior Loan Document Review and Negotiation. Reviewing, negotiating, and commenting on all Senior Loan documents, which are expected to include, without limitation, the mortgage loan agreement, promissory note, mortgage and security agreement, assignment of leases and rents, guaranty of recourse obligations, environmental indemnity agreement, cash management agreement, lockbox agreement, reserve agreements (including interest reserve, tax and insurance reserve, capital expenditure reserve, tenant improvement and leasing commission reserve, and completion reserve), and all related ancillary documents, schedules, and exhibits. The Senior Loan documents are expected to be prepared in the first instance by Clearfield & Associates LLP, counsel to the Senior Lender, and our role will be to review, comment on, and negotiate such documents on behalf of MTDC as borrower.
2.  Mezzanine Loan Document Review and Negotiation. Reviewing, negotiating, and commenting on all Mezzanine Loan documents, which are expected to include, without limitation, the mezzanine loan agreement, mezzanine promissory note, pledge and security agreement (pledging the membership interests in the mortgage borrower SPE), guaranty of recourse obligations, intercreditor agreement, and all related ancillary documents, schedules, and exhibits. The Mezzanine Loan documents are expected to be prepared in the first instance by Voss Richter & Baines LLP, counsel to the Mezzanine Lender, and our role will be to review, comment on, and negotiate such documents on behalf of MTDC as the mezzanine borrower (or its SPE designee).
3.  Intercreditor Agreement Negotiation. Negotiating the intercreditor agreement to be entered into between Ironclad National Bank, N.A. (in its capacity as Agent for the senior loan syndicate) and Granite Peak Capital Partners, LP, which is expected to address, among other matters, payment priority, standstill provisions, cure rights, purchase options, exercise of remedies, casualty and condemnation proceeds, modifications and amendments, and related intercreditor matters. We anticipate that this agreement will be a tripartite negotiation involving the Firm (on behalf of MTDC), Clearfield & Associates LLP (on behalf of the Senior Lender), and Voss Richter & Baines LLP (on behalf of the Mezzanine Lender).
4.  SPE Formation and Organizational Documentation. Assisting with the formation and organizational documentation of Hudson Yards West Mortgage LLC, a Delaware limited liability company to serve as the mortgage borrower SPE, and Hudson Yards West Mezzanine LLC, a Delaware limited liability company to serve as the mezzanine borrower SPE. Such services shall include the preparation and filing of certificates of formation with the Delaware Secretary of State, preparation of limited liability company operating agreements containing separateness covenants and single-purpose entity provisions, qualifications to do business in the State of New York (including filing of applications for authority with the New York Department of State), preparation of resolutions authorizing the Financing, and the delivery of nonconsolidation opinions to the extent required by the lenders.
5.  Ground Lease Review and Leasehold Mortgage Analysis. Reviewing and analyzing the ground lease recorded under City Register File Number (CRFN) 2020000198762 on the records of the New York City Automated City Register Information System (NYC ACRIS), originally executed as of June 1, 2020, by and between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and MTDC, as tenant. Our review will focus on, among other matters, the provisions governing leasehold mortgages, required lender protections, subordination and non-disturbance arrangements, estoppel requirements, and lender consent and recognition agreements. We will advise MTDC on the requirements for obtaining any consents from NYCEDC that may be necessary in connection with the Financing.
6.  Title Insurance Coordination. Coordinating with Sentinel Title & Escrow Company, the designated title insurer and escrow agent (Title Commitment No. STN-2025-MH-04178), regarding all title insurance matters arising in connection with the Financing. Such services shall include review of the preliminary title commitment and all underlying title exception documents, negotiation of endorsements (including ALTA 9-series, comprehensive, non-imputation, and such other endorsements as the lenders may require), analysis and resolution of title exceptions, and coordination regarding the issuance of the $475,000,000 ALTA lender's title insurance policy for the Senior Loan and the $200,000,000 mezzanine/UCC title insurance policy for the Mezzanine Loan.
7.  Appraisal Review. Reviewing the appraisal report prepared by Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092), delivered on or about April 1, 2025, reflecting an as-stabilized appraised value of the Project of $1,025,000,000. Our review will be conducted for the purpose of ensuring consistency between the appraisal's assumptions, conditions, and conclusions and the corresponding representations, warranties, and covenants in the loan documents, and to identify any issues that may require resolution prior to closing.
8.  Zoning and Land Use Coordination. Coordinating with Hargrove & Linden, P.C., which has been separately engaged by MTDC as local zoning and land use counsel, regarding the zoning opinion to be delivered at closing (anticipated delivery on or about April 15, 2025) and matters related to the Uniform Land Use Review Procedure ("ULURP") approval previously obtained for the Project (Application No. C 230415 ZSM; New York City Planning Commission approval dated September 12, 2023; New York City Council approval dated October 25, 2023). Our role with respect to zoning and land use matters will be limited to coordination and integration of such matters into the Financing documents and related opinions, and we are not separately providing a zoning opinion.
9.  Environmental Review. Reviewing the Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337, delivered on or about March 20, 2025) to the extent relevant to the environmental indemnity agreement, the environmental representations and warranties contained in the loan documents, and any recognized environmental conditions that may affect the Financing.
10.  Construction Contract Review. Reviewing and advising on the guaranteed maximum price ("GMP") construction contract entered into between MTDC (or its designated SPE) and Cobalt Construction Group, Inc., a New York corporation, identified as Contract No. CCG-HYW-2025-001, with a guaranteed maximum price of $412,000,000. Our review will encompass the provisions of the construction contract relevant to the Financing, including the collateral assignment of the construction contract to the lenders, contractor consent and estoppel requirements, performance and payment bond provisions, and related construction loan disbursement protections.
11.  Insurance Coordination. Reviewing insurance requirements set forth in the Senior Loan and Mezzanine Loan documents and coordinating with Castleton Insurance Brokerage, Inc., MTDC's insurance broker, regarding compliance with such requirements. Such coordination shall include review of the builder's risk insurance coverage ($500,000,000 policy limit, to be issued by Fortis Indemnity Insurance Co.) and all other required insurance coverages (commercial general liability, umbrella/excess liability, workers' compensation, professional liability, and such other coverages as the lenders may require).
12.  Property Management Agreement Review. Reviewing and advising on the property management agreement entered into or to be entered into between MTDC (or its designated SPE) and Evergreen Property Management LLC, including the provisions thereof relevant to the Financing and any required subordination or collateral assignment of the property management agreement to the lenders.
13.  Auditor and Financial Deliverables Coordination. Coordinating with Whitfield Albrecht & Co. LLP, MTDC's independent auditor, regarding any auditor comfort letters, agreed-upon procedures reports, or other financial deliverables that may be required by the lenders as a condition to closing or as ongoing reporting obligations under the loan documents.
14.  Legal Opinions. Preparing and delivering borrower's counsel legal opinions as required by the lenders in connection with the closing of the Financing. Such opinions are anticipated to include, without limitation, (a) an enforceability opinion with respect to the loan documents, (b) a due authority and due organization opinion with respect to MTDC and each SPE, (c) a nonconsolidation opinion with respect to each SPE, and (d) such other opinions as the lenders may reasonably require, including opinions regarding perfection of security interests, choice of law, and usury.
15.  Closing Coordination. Coordinating all aspects of the closing of the Financing, including the preparation and review of closing checklists, negotiation and coordination of escrow arrangements with Sentinel Title & Escrow Company, preparation of funds flow memoranda, preparation and assembly of signature packages, coordination of the simultaneous closing of the Senior Loan and the Mezzanine Loan, and management of all post-closing deliverables, including recording of mortgage instruments, filing of UCC financing statements, delivery of final title insurance policies, and satisfaction of any bring-down or post-closing conditions.
16.  Tax Structuring. Advising on New York State and New York City mortgage recording tax, transfer tax, and related real estate tax structuring in connection with the Financing. Such advice will be provided in coordination with Sylvia Hartwell, a partner in the Firm's Tax Practice, and will include analysis of applicable mortgage recording tax rates, available exemptions (including any exemptions available to MTDC as a government instrumentality), transfer tax implications of the SPE structure, and any CEMA (Consolidation, Extension, and Modification Agreement) opportunities that may be available to reduce recording tax obligations.
C. Excluded Matters
Notwithstanding the breadth of the Scope of Representation set forth in Section III.B above, the following matters are expressly excluded from the scope of this engagement:
(i) Any litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising out of or related to the Transaction, the Project, or otherwise;
(ii) Tax advice of any kind other than the transactional real estate transfer tax and mortgage recording tax analysis specifically described in Section III.B.16 above, including, without limitation, federal, state, or local income tax advice, tax controversy or audit representation, and tax-exempt bond or public finance matters;
(iii) Regulatory matters, lobbying, or governmental affairs, including appearances before or filings with any federal, state, or local governmental body, agency, or instrumentality (other than routine formation and qualification filings described in Section III.B.4);
(iv) Securities law or capital markets advice of any kind, including with respect to any potential securitization, syndication, or secondary market sale of the Senior Loan or the Mezzanine Loan;
(v) Labor and employment matters relating to the Project, including any project labor agreement, prevailing wage, or workforce compliance matters; and
(vi) Representation of MTDC in any matter unrelated to the Transaction described herein.
Any expansion of the Scope of Representation beyond the matters described in Section III.B, or the inclusion of any matter described in this Section III.C, shall require a separate written agreement or a written amendment to this Engagement Letter executed by both the Firm and the Client.
IV. Engagement Team
A. Responsible Partner
Douglas Fairchild, Partner, Real Estate Practice, will serve as the Responsible Partner for this engagement. Mr. Fairchild will have overall responsibility for the strategic direction of the engagement, the quality and timeliness of all legal services rendered, and the primary client relationship with MTDC. Mr. Fairchild will be the principal point of contact for the Client on significant substantive matters, and he will be personally involved in the negotiation of the key commercial terms of the Senior Loan and Mezzanine Loan documents and the intercreditor agreement.
B. Billing Partner
Angela Fontaine, Partner, Real Estate Practice, will serve as the Billing Partner for this engagement. Ms. Fontaine will be responsible for oversight of all billing, budgeting, and fee-related matters, including the preparation and review of monthly invoices, monitoring of the fee estimate, and communication with the Client on any budgetary issues that may arise during the course of the engagement. Ms. Fontaine will also have an active substantive role in the engagement, including review and negotiation of loan documentation.
C. Additional Team Members
In addition to Mr. Fairchild and Ms. Fontaine, the following attorneys will be assigned to the engagement:
Grace Nakamura, Senior Associate, Real Estate Practice, will serve as the lead associate on the engagement. Ms. Nakamura will be responsible for the day-to-day management of the document review and negotiation process, coordination with opposing counsel, liaison with the title company and other third-party advisors, and supervision of the closing process.
Rafael Dominguez, Associate, Real Estate Practice, will serve as a working associate on the engagement and will support Ms. Nakamura in document review, due diligence, entity formation matters, preparation of ancillary documents, and closing coordination.
Sylvia Hartwell, Partner, Tax Practice, will provide advice on tax structuring matters, including New York State and New York City mortgage recording tax, transfer tax, and related real estate tax structuring, as described in Section III.B.16 above.
The Firm may, from time to time and with advance notice to the Client, assign additional attorneys, paralegals, or other legal professionals to the engagement as the Transaction may require. The Firm will seek the Client's prior consent before engaging any attorney at the partner level not identified in this Engagement Letter. The Firm endeavors to maintain continuity and stability of the engagement team throughout the life of the matter.
V. Fees and Billing Arrangements
A. Hourly Rates
Fees for legal services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the relevant timekeepers, as adjusted from time to time in accordance with the provisions of this Section V, and subject to the Client's outside counsel guidelines to the extent provided and incorporated herein. The current hourly rates for the members of the engagement team are as follows:
The foregoing rates reflect the rates in effect as of the date of this Engagement Letter and are set forth in the context of the Firm's comprehensive rate schedule attached hereto as Exhibit B. These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide the Client with not less than thirty (30) days' prior written notice of any rate adjustment. Rate adjustments will apply to services rendered on or after the effective date of the adjustment.
B. Fee Estimate
Based on the Firm's experience with transactions of comparable size and complexity, and on our preliminary understanding of the Transaction structure, we estimate that total legal fees for the Scope of Representation described in Section III will fall within the range of $1,800,000 to $2,400,000. This estimate is provided in good faith as a non-binding projection for budgeting and planning purposes and should not be construed as a cap, a fixed fee, or a guaranteed maximum fee.
The actual amount of fees will depend on a number of factors, many of which are outside the Firm's control, including, without limitation, the complexity and duration of negotiations with the lenders and their respective counsel, the number and extent of lender comments and document revisions, unanticipated legal issues or transactional developments, the nature and scope of opinion requirements, title exceptions and survey issues, and changes to the Transaction structure or timeline.
The estimate set forth above does not include disbursements or out-of-pocket expenses, which will be billed separately as described in Section VI below.
The Firm commits to providing written notice to the Client, directed to the attention of the General Counsel, if the Firm anticipates that total fees are likely to exceed the upper range of the estimate set forth above. Such notice will include a revised estimate and an explanation of the factors giving rise to the anticipated overage.
C. Billing Cycle and Payment Terms
The Firm bills on a monthly billing cycle. Invoices will be rendered within fifteen (15) days following the end of each calendar month for fees earned and disbursements incurred during such month. Each invoice will contain a reasonable level of detail regarding the services rendered, including the date of service, the name and classification of the timekeeper performing such service, the number of hours billed, and a narrative description of the tasks performed. The Firm will present invoices in a format consistent with MTDC's outside counsel guidelines, to the extent such guidelines are furnished and specify invoice format requirements.
Payment of each invoice is due within thirty (30) days of the date of the invoice. Amounts not paid when due shall bear interest at the rate of the lesser of (a) one percent (1.0%) per month (12% per annum) or (b) the maximum rate of interest permitted by applicable law, compounding monthly from the date such payment was due until paid in full. The Firm reserves the right to suspend work on the engagement in the event of a material delinquency in payment, subject to the Firm's professional obligations and applicable rules of professional conduct.
All billing inquiries should be directed to Angela Fontaine, Billing Partner, at (212) 554-7128 or afontaine@calderwoodharkness.com.
D. Retainer.  No retainer or advance deposit against fees and disbursements is required at the commencement of this engagement.
VI. Expenses and Disbursements
In addition to fees for legal services, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Reimbursable disbursements may include, without limitation, the following:
•  Filing fees, including Delaware Secretary of State formation and amendment filing fees, New York Department of State qualification filing fees, UCC filing fees, and county recording fees;
•  Travel expenses incurred in connection with the Transaction, including coach/economy class airfare, reasonable hotel accommodations, ground transportation, and meals for travel to New York for closings, lender meetings, site inspections, and other Transaction-related business;
•  Overnight courier and express delivery charges;
•  Long-distance telecommunications charges;
•  Computerized legal research (Westlaw, Sundial Solutions, and similar services), charged at cost;
•  Document reproduction, charged at $0.15 per page for internal reproduction and at cost for outside reproduction services;
•  Closing costs, including binding, assembly, and production of closing binders;
•  Messenger services; and
•  Such other reasonable and customary disbursements as may be incurred in the ordinary course of the engagement.
Any individual extraordinary expense exceeding $5,000 will require the Client's prior written approval before such expense is incurred. The Firm will not engage outside consultants, experts, or co-counsel at the Client's expense without the Client's prior written consent.
VII. Staffing and Efficiency
The Firm is committed to the efficient staffing and management of this engagement. We will utilize appropriate leverage among partners, associates, and paraprofessionals to manage costs while maintaining the high quality of legal services that the Transaction demands. The Firm will endeavor to avoid unnecessary duplication of effort and will assign tasks to the lowest-level timekeeper with the requisite skills and experience to perform such tasks competently.
The Firm will staff this matter in a manner consistent with the complexity and timing requirements of the Transaction. Based on our current understanding of the anticipated Transaction timeline, the following target milestones have been identified:
•  Target First Draft Distribution Date: May 1, 2025 (initial distribution of borrower's comments on Senior Loan and Mezzanine Loan documents to respective lender's counsel)
•  Target Closing Date: June 15, 2025
The Firm will work diligently to meet these target dates, subject to the cooperation and responsiveness of all parties and their respective counsel. Should circumstances arise that may materially affect the Transaction timeline, the Firm will promptly notify the Client.
VIII. Outside Counsel Guidelines
The Firm acknowledges that this engagement is subject to MTDC's Outside Counsel Guidelines (the "Guidelines"), as may be provided separately by the Client. The Firm will comply with the Guidelines in all material respects.
To the extent any provision of the Guidelines conflicts with, or is inconsistent with, the terms and conditions of this Engagement Letter, the parties agree that this Engagement Letter shall control; provided, however, that if the Client notifies the Firm in writing that a specific provision of the Guidelines is to govern over a conflicting provision of this Engagement Letter, the Firm will make commercially reasonable efforts to comply with such specific provision, so long as compliance does not violate applicable professional conduct rules or other applicable law.
The Firm requests that MTDC furnish a copy of its current Outside Counsel Guidelines promptly following execution of this Engagement Letter. The Firm will review such Guidelines upon receipt and will promptly notify the Client of any provisions with which the Firm is unable to comply.
IX. Conflicts of Interest
In accordance with our obligations under the New York Rules of Professional Conduct (22 NYCRR Part 1200), the Firm has conducted a conflicts check with respect to the parties identified in connection with the Transaction. Based on the results of that review, we make the following disclosures:
The Firm does not currently represent Ironclad National Bank, N.A., Granite Peak Capital Partners, LP, or any of the lenders identified as participants in the senior loan syndicate — including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank — in any matter that is adverse to MTDC or to the Transaction.
The Firm may, however, currently represent or may in the future undertake the representation of other clients in matters unrelated to this Transaction that involve one or more of the parties identified above. Such representations may include matters in which the Firm represents or advises such parties, or matters in which the Firm represents other clients in dealings with or adverse to such parties, in each case in matters wholly unrelated to the Financing and the Project.
By executing this Engagement Letter, MTDC consents to such unrelated current and future representations, provided that no material conflict of interest arises under applicable professional responsibility rules, including Rules 1.7 and 1.10 of the New York Rules of Professional Conduct. The Firm's representation of MTDC in the Transaction will not be adversely affected by any such unrelated representations, and confidential information received from MTDC in connection with this engagement will be maintained in accordance with Section X below.
The Firm will promptly notify MTDC if any actual or potential conflict of interest arises during the course of this engagement and will take such steps as may be required under applicable professional responsibility rules to address any such conflict, including, if necessary, withdrawal from the engagement or the conflicting matter.
X. Confidentiality
The Firm will maintain the confidentiality of all Client information and Transaction-related materials received or generated in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and all other applicable laws and regulations. The Firm will not disclose confidential Client information to any third party without the Client's prior consent, except (a) as impliedly authorized in order to carry out the Scope of Representation, (b) as required by law, court order, or subpoena, or (c) as otherwise permitted under applicable professional conduct rules.
The Firm will implement appropriate administrative, physical, and technical safeguards to protect the security and confidentiality of Client information in the Firm's possession, custody, or control, consistent with the Firm's information security policies and industry best practices.
The Firm's confidentiality obligations under this Section X shall survive the termination or conclusion of this engagement and shall continue in full force and effect for so long as the information remains confidential.
XI. Document Retention
Following the conclusion or termination of this engagement, the Firm will maintain original executed documents, client files, and work product in accordance with the Firm's document retention policy. Under that policy, files will be maintained for a period of ten (10) years following the conclusion or termination of the engagement, after which time the Firm may destroy such files in the ordinary course, absent written instruction from the Client to the contrary.
Prior to the destruction of any files following the expiration of the retention period, the Firm will offer to return original executed documents and other Client materials to the Client, at the Client's expense. If the Client does not respond to such offer within sixty (60) days, the Firm may proceed with the destruction of such files.
The Client acknowledges that certain materials in the Firm's files may constitute attorney work product and are the property of the Firm. The Firm will, however, make available to the Client, upon request and at the Client's expense, copies of any work product prepared in connection with this engagement.
XII. Termination
A. Termination by Client
MTDC may terminate this engagement at any time, with or without cause, by providing written notice of termination to the Firm, directed to the attention of the Responsible Partner. Termination will be effective upon receipt of such notice by the Firm. Upon termination, the Client remains responsible for the payment of all fees earned, disbursements incurred, and expenses committed by the Firm through the effective date of termination, including any fees and expenses arising from the orderly transition of the matter to successor counsel.
B. Withdrawal by the Firm
The Firm may withdraw from this engagement upon reasonable prior written notice to the Client in circumstances permitted or required by the New York Rules of Professional Conduct. Such circumstances include, without limitation, (a) the Client's failure to pay fees and expenses after written demand from the Firm and a reasonable cure period of fifteen (15) days, (b) the Client's insistence on a course of action that the Firm reasonably believes to be illegal or unethical, (c) the Client's failure to fulfill material obligations under this Engagement Letter, or (d) the occurrence of a conflict of interest that cannot be resolved through waiver or other appropriate measures.
In the event of withdrawal, the Firm will take all reasonable steps to protect the Client's interests, including providing reasonable notice to allow the Client to retain successor counsel, facilitating the orderly transfer of files, documents, and work product to successor counsel, and cooperating with successor counsel during the transition period. The Client remains responsible for the payment of all fees earned and disbursements incurred through the effective date of withdrawal.
XIII. Limitation of Liability
To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm under this Engagement Letter.
The foregoing limitation shall not apply to, and the Firm shall retain full liability for, any claims arising from the Firm's willful misconduct or gross negligence in the performance of legal services under this engagement.
In no event shall either party be liable to the other for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or relating to this engagement, regardless of whether such damages are based in contract, tort, strict liability, or any other theory, and regardless of whether the party against whom such damages are sought has been advised of the possibility of such damages.
Nothing in this Section XIII shall be construed to limit or modify the Firm's professional obligations under the New York Rules of Professional Conduct or any other applicable professional conduct rules.
XIV. Governing Law and Dispute Resolution
This Engagement Letter and any disputes, claims, or controversies arising out of or relating to this Engagement Letter or the Firm's representation of the Client hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction.
Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the Firm's representation of the Client hereunder, including any claim for legal malpractice, breach of fiduciary duty, or breach of contract, shall be resolved exclusively by binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules, who shall have substantial experience in legal malpractice and professional responsibility matters. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including equitable relief and attorneys' fees to the prevailing party. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ENGAGEMENT LETTER OR THE FIRM'S REPRESENTATION OF THE CLIENT HEREUNDER.
XV. Entire Agreement; Amendments
This Engagement Letter, together with MTDC's Outside Counsel Guidelines (to the extent incorporated herein pursuant to Section VIII above), constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written negotiations, representations, understandings, and agreements between the parties relating to the Firm's engagement with respect to the Transaction.
This Engagement Letter may be amended, modified, or supplemented only by a written instrument signed by authorized representatives of both the Firm and the Client. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party granting such waiver, and no waiver of any provision shall constitute a waiver of any other provision or a continuing waiver of the same provision.
XVI. Conclusion and Request for Execution
We are enthusiastic about the opportunity to serve as borrower's counsel to MTDC in connection with the Financing for the Hudson Yards West Project. This is a landmark transaction, and we are committed to providing the highest caliber of legal counsel throughout every phase of the engagement, from document negotiation through closing and post-closing. We are confident that our deep experience in large-scale real estate development finance will serve MTDC well in achieving its objectives for this important Project.
If the terms and conditions set forth in this Engagement Letter are acceptable to MTDC, please indicate the Client's acceptance by having an authorized representative countersign and date the enclosed copy of this letter in the space provided below and return the executed copy to the undersigned at the address set forth above.
Should you have any questions regarding this Engagement Letter or any aspect of the proposed engagement, please do not hesitate to contact either of us directly:
Douglas Fairchild, Responsible Partner Telephone: (212) 554-7115
Email: dfairchild@calderwoodharkness.com
Angela Fontaine, Billing Partner Telephone: (212) 554-7128
Email: afontaine@calderwoodharkness.com
We look forward to working with you and the entire MTDC team on this significant transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Fairchild
Title: Partner, Real Estate Practice
Date: February 12, 2025
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Metropolitan Transit Development Corp., hereby acknowledges receipt of the foregoing Engagement Letter dated February 12, 2025, confirms that the undersigned has read and understood the terms and conditions set forth therein, and agrees to be bound by such terms and conditions.
ACKNOWLEDGED AND AGREED:
METROPOLITAN TRANSIT DEVELOPMENT CORP.
By: ________
Name: David Harrington
Title: Executive Director
Date: ________
APPROVED AS TO LEGAL FORM:
By: ________
Name: Lydia Okafor
Title: General Counsel
Date: ________
EXHIBIT A
ENGAGEMENT TEAM BIOGRAPHIES
Douglas Fairchild — Partner, Real Estate Practice
Douglas Fairchild is a partner in the Real Estate Practice of Calderwood & Harkness LLP, where he has practiced for over twenty-five (25) years. Mr. Fairchild focuses his practice on complex real estate finance, development, and joint venture transactions, with particular emphasis on large-scale construction and permanent loan financings, mezzanine and preferred equity structures, and public-private partnerships. He has represented borrowers, developers, lenders, and investors in financing transactions with an aggregate value in excess of $40 billion over the course of his career.
Mr. Fairchild's representative experience includes serving as lead counsel to a major institutional developer in connection with a $1.2 billion senior and subordinate financing for a mixed-use tower in Midtown Manhattan, representing a national transit authority in a $780 million construction financing for a transit-oriented development in the New York metropolitan area, and advising a Fortune 500 real estate investment trust on a $650 million portfolio financing secured by Class A office properties in New York, Boston, and Washington, D.C.
Mr. Fairchild received his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar, and his B.A., summa cum laude, from the University of Michigan. He is admitted to practice in the State of New York and the District of Columbia.
Angela Fontaine — Partner, Real Estate Practice
Angela Fontaine is a partner in the Real Estate Practice of Calderwood & Harkness LLP, where she has practiced for over twenty (20) years. Ms. Fontaine's practice focuses on commercial real estate finance, including acquisition and construction financings, loan workouts and restructurings, and CMBS and CLO transactions. She regularly represents borrowers and developers in complex multi-tranche financing structures and has extensive experience negotiating intercreditor agreements and cash management arrangements.
Ms. Fontaine's representative experience includes serving as borrower's counsel in a $525 million construction financing for a luxury residential condominium project in Lower Manhattan, representing a state pension fund in a $1.4 billion portfolio recapitalization involving senior mortgage, mezzanine, and preferred equity capital, and advising a major mixed-use developer on a $350 million construction-to-permanent loan for a waterfront development in Brooklyn, New York.
Ms. Fontaine received her J.D., cum laude, from the University of Pennsylvania Law School and her B.S. in Economics from Georgetown University. She is admitted to practice in the State of New York and the State of New Jersey.
Grace Nakamura — Senior Associate, Real Estate Practice
Grace Nakamura is a senior associate in the Real Estate Practice of Calderwood & Harkness LLP, with seven (7) years of experience in commercial real estate finance and development. Ms. Nakamura has substantial experience representing borrowers and developers in construction loan financings, permanent loan closings, and mezzanine and preferred equity transactions. She has particular expertise in the negotiation of loan documents, title and survey review, and closing coordination for complex multi-party transactions.
Ms. Nakamura's representative experience includes serving as the lead associate on a $400 million senior and mezzanine financing for a life sciences campus in the Greater Boston area, representing a developer in a $275 million construction financing for a mixed-use project in Long Island City, New York, and assisting in a $180 million loan restructuring for an office portfolio in Midtown Manhattan.
Ms. Nakamura received her J.D. from New York University School of Law and her B.A. from Stanford University. She is admitted to practice in the State of New York.
Rafael Dominguez — Associate, Real Estate Practice
Rafael Dominguez is an associate in the Real Estate Practice of Calderwood & Harkness LLP, with four (4) years of experience in commercial real estate transactions, including acquisition financings, construction loans, and entity structuring. Mr. Dominguez's practice includes the formation and documentation of special purpose entities for real estate transactions, due diligence review, UCC and title analysis, and preparation of ancillary loan documents and closing deliverables.
Mr. Dominguez's representative experience includes assisting in a $320 million acquisition financing for a Class A office tower in the Financial District of Manhattan, supporting the closing of a $150 million mezzanine loan for a hospitality portfolio in the southeastern United States, and assisting with the formation of a Delaware limited liability company structure for a $500 million mixed-use development in Hudson Square, New York.
Mr. Dominguez received his J.D. from Fordham University School of Law, where he served as an Articles Editor of the Fordham Urban Law Journal, and his B.A. from Boston College. He is admitted to practice in the State of New York.
Sylvia Hartwell — Partner, Tax Practice
Sylvia Hartwell is a partner in the Tax Practice of Calderwood & Harkness LLP, where she has practiced for over eighteen (18) years. Ms. Hartwell's practice focuses on the federal, state, and local tax aspects of real estate transactions, including structuring acquisition, development, and financing transactions to optimize tax efficiency. She has particular expertise in New York State and New York City real estate transfer taxes, mortgage recording taxes, CEMA structures, and the tax treatment of joint ventures and SPE structures in the real estate context.
Ms. Hartwell has advised on the tax structuring of more than $25 billion in real estate financings and acquisitions. Her representative experience includes advising on mortgage recording tax optimization for a $900 million refinancing of a Midtown Manhattan office complex, structuring a $600 million CEMA transaction for a portfolio of residential rental properties in New York City, and advising a government instrumentality on transfer tax exemptions in connection with a $450 million public-private development partnership.
Ms. Hartwell received her J.D. from Harvard Law School, her LL.M. (Taxation) from New York University School of Law, and her B.A. from Williams College. She is admitted to practice in the State of New York and the State of Connecticut.
EXHIBIT B
CURRENT STANDARD HOURLY RATE SCHEDULE
Effective as of January 1, 2025
The following rate schedule sets forth the standard hourly rates applicable to the engagement of Calderwood & Harkness LLP by Metropolitan Transit Development Corp. (C&H Matter No. 1031-00004), effective as of January 1, 2025:
The specific hourly rates for each timekeeper assigned to this engagement are set forth in Section V.A of the Engagement Letter and reflect the individual rates in effect as of the date of the engagement. The rates set forth in this Exhibit B represent the ranges applicable to each classification of timekeeper at the Firm as of January 1, 2025.
Rates are subject to annual adjustment in accordance with the Firm's standard policies, as described in Section V.A of the Engagement Letter. Any such adjustment will apply only to services rendered on or after the effective date of the adjusted rate, and the Client will receive not less than thirty (30) days' prior written notice of any rate increase.
This rate schedule is provided for informational purposes in connection with the referenced engagement and is subject to change. The rates set forth herein are confidential and proprietary to Calderwood & Harkness LLP and should not be disclosed to third parties without the Firm's prior written consent.
Timekeeper | Classification | Hourly Rate
Douglas Fairchild | Partner, Real Estate | $1,450
Angela Fontaine | Partner, Real Estate | $1,375
Sylvia Hartwell | Partner, Tax | $1,400
Grace Nakamura | Senior Associate, Real Estate | $975
Rafael Dominguez | Associate, Real Estate | $725
Paralegals / Legal Assistants | — | $350 – $425
Classification | Hourly Rate Range
Senior Partners (20+ years) | $1,400 – $1,650/hour
Partners (10–20 years) | $1,250 – $1,500/hour
Of Counsel | $1,100 – $1,350/hour
Senior Associates (Years 6–8) | $900 – $1,050/hour
Mid-Level Associates (Years 3–5) | $725 – $900/hour
Junior Associates (Years 1–2) | $575 – $725/hour
Senior Paralegals | $400 – $425/hour
Paralegals | $350 – $400/hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND FEDEX

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

METROPOLITAN TRANSIT DEVELOPMENT CORP.

APPROVED AS TO LEGAL FORM:

EXHIBIT A

ENGAGEMENT TEAM BIOGRAPHIES

EXHIBIT B

CURRENT STANDARD HOURLY RATE SCHEDULE

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